UP Fintech Holding Limited’s Amendment No. 6 to Schedule 13G/A updates the ownership of founder Tianhua Wu and related entities as of December 31, 2025. Wu is reported to beneficially own 521,733,427 shares, representing 18.3% of the company’s Class A and Class B ordinary shares.
This stake includes 97,611,722 Class B shares and 198,000,000 Class A shares (in ADS form) held directly and through entities, plus shares issued under employee share plans and held by Kastle Limited where voting rights are irrevocably entrusted to Wu. Entities Sky Fintech, Sky Tiger Investment, Lightspeed Rise, and Tiger Family Trust each report 295,611,722 shares, or 10.4% of the class, reflecting a layered holding structure. Tiger ESOP Trust and Tiger ESOP Trust II hold additional smaller stakes for plan participants.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 6)
UP Fintech Holding Limited
(Name of Issuer)
Class A ordinary shares, par value $0.00001 per share; American Depositary Shares
(Title of Class of Securities)
91531W106
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
91531W106
1
Names of Reporting Persons
Tianhua Wu
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CHINA
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
521,733,427.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
295,611,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
521,733,427.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
18.3 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: The shares reported in row 5 represent (i) 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs which are directly and indirectly held by Mr. Tianhua Wu; (ii) 198,957,270 Class A Ordinary Shares in the form of ADSs issued under the UP Fintech Holding Limited 2018 Share Incentive Plan, the 2019 Performance Incentive Plan and the Amended and Restated 2019 Performance Incentive Plan (each a "Plan" and, collectively, the "Plans") with the voting rights irrevocably and unconditionally entrusted to Mr. Tianhua Wu; (iii) 27,164,435 Class A Ordinary Shares held by Kastle Limited for the benefit of certain participants of the Plans, with the voting rights irrevocably and unconditionally entrusted to Mr. Tianhua Wu.
The shares reported in row 7 represent (i) 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs which are directly and indirectly held by Mr. Tianhua Wu.
Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
91531W106
1
Names of Reporting Persons
Sky Fintech Holding Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
295,611,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
295,611,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
295,611,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited.
Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
91531W106
1
Names of Reporting Persons
Sky Tiger Investment Holding Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, U.S.
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
295,611,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
295,611,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
295,611,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is wholly-owned by Sky Tiger Investment Holding Limited.
Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
91531W106
1
Names of Reporting Persons
Lightspeed Rise Holdings Limited
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
VIRGIN ISLANDS, BRITISH
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
295,611,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
295,611,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
295,611,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.4 %
12
Type of Reporting Person (See Instructions)
CO
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited through its wholly-owned subsidiary, Sky Tiger Investment Holding Limited.
Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
91531W106
1
Names of Reporting Persons
Tiger Family Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
295,611,722.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
295,611,722.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
295,611,722.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
10.4 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The shares reported above represent 97,611,722 Class B Ordinary Shares and 198,000,000 Class A Ordinary Shares in the form of ADSs held by Sky Fintech Holding Limited, which is indirectly wholly-owned by Lightspeed Rise Holdings Limited, which is in turn controlled by Tiger Family Trust, a trust established under the laws of Hong Kong and managed by Kastle Limited as the trustee.Mr. Tianhua Wu is the settlor of Tiger Family Trust, and Mr. Tianhua Wu and his family are the trust's beneficiaries.
Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
91531W106
1
Names of Reporting Persons
Tiger ESOP Trust
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
41,573,460.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
41,573,460.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
41,573,460.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
1.5 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The shares reported above represent 27,164,385 Class A Ordinary Shares and 14,409,075 Class A Ordinary Shares in the form of ADSs held by Kastle Limited, under Tiger ESOP Trust that is managed by Kastle Limited as trustee, for benefit of certain participants of the Plans.
Row 11 is calculated based on a total of 2,747,878,321 outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.
SCHEDULE 13G
CUSIP No.
91531W106
1
Names of Reporting Persons
Tiger ESOP Trust II
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
HONG KONG
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
50.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
50.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
50.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
OO
Comment for Type of Reporting Person: The shares reported above represent 50 Class A Ordinary Shares held by Kastle Limited, under Tiger ESOP Trust II that is managed by Kastle Limited as trustee, for benefit of certain participants of the Plans.
Row 11 is calculated based on a total of 2,747,878,321outstanding Class A ordinary shares and 97,611,722 outstanding Class B ordinary shares of the Issuer.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
UP Fintech Holding Limited
(b)
Address of issuer's principal executive offices:
1 Raffles Place, #35-61 One Raffles Place, Singapore (048616)
Item 2.
(a)
Name of person filing:
(i) Tianhua Wu
(ii) Sky Fintech Holding Limited
(iii) Sky Tiger Investment Holding Limited
(iv) Lightspeed Rise Holdings Limited
(v) Tiger Family Trust
(vi) Tiger ESOP Trust
(vii) Tiger ESOP Trust II (collectively, the "Reporting Persons")
(b)
Address or principal business office or, if none, residence:
Each of Tianhua Wu, Sky Fintech Holding Limited and Sky Tiger Investment Holding Limited: 18/F, Grandyvic Building, No.1 Building, No.16 Taiyanggong Middle Road, Chaoyang District, Beijing, 100020 PRC
Each of Lightspeed Rise Holdings Limited, Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II: 23/F, Li Po Chun Chambers, NO.189 Des Voeux Road Central,Sheung Wan,Hong Kong
(c)
Citizenship:
Tianhua Wu: People's Republic of China
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited and Lightspeed Rise Holdings Limited: British Virgin Islands
Each of Tiger Family Trust, Tiger ESOP Trust and Tiger ESOP Trust II: Hong Kong
(d)
Title of class of securities:
Class A ordinary shares, par value $0.00001 per share; American Depositary Shares
(e)
CUSIP No.:
91531W106
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Tianhua Wu: 521,733,427
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 295,611,722
Tiger ESOP Trust: 41,573,460
Tiger ESOP Trust II: 50
(b)
Percent of class:
Tianhua Wu: 18.3%
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 10.4%
Tiger ESOP Trust: 1.5%
Tiger ESOP Trust II: 0.0%
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Tianhua Wu: 521,733,427
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 295,611,722
Tiger ESOP Trust: 41,573,460
Tiger ESOP Trust II: 50
(ii) Shared power to vote or to direct the vote:
0
(iii) Sole power to dispose or to direct the disposition of:
Tianhua Wu: 295,611,722
Each of Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust: 295,611,722
Tiger ESOP Trust: 41,573,460
Tiger ESOP Trust II: 50
(iv) Shared power to dispose or to direct the disposition of:
0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Tianhua Wu
Signature:
/s/Tianhua Wu
Name/Title:
Tianhua Wu
Date:
02/13/2026
Sky Fintech Holding Limited
Signature:
/s/Tianhua Wu
Name/Title:
Director
Date:
02/13/2026
Sky Tiger Investment Holding Limited
Signature:
/s/Tianhua Wu
Name/Title:
Director
Date:
02/13/2026
Lightspeed Rise Holdings Limited
Signature:
/s/Yansong Su
Name/Title:
Authorized signatories for and on behalf of Kastle Limited, acting as the director
Date:
02/13/2026
Tiger Family Trust
Signature:
/s/Yansong Su
Name/Title:
Authorized signatories for and on behalf of Kastle Limited, acting as the trustee
Date:
02/13/2026
Tiger ESOP Trust
Signature:
/s/Yansong Su
Name/Title:
Authorized signatories for and on behalf of Kastle Limited, acting as the trustee
Date:
02/13/2026
Tiger ESOP Trust II
Signature:
/s/Yansong Su
Name/Title:
Authorized signatories for and on behalf of Kastle Limited, acting as the trustee
What ownership stake does Tianhua Wu report in UP Fintech (TIGR)?
Tianhua Wu reports beneficial ownership of 521,733,427 shares, equal to 18.3% of UP Fintech’s ordinary shares. This figure includes Class B shares, ADS-form Class A shares, and plan-related shares with voting rights entrusted to him.
Which entities related to Tianhua Wu hold UP Fintech (TIGR) shares?
Related entities include Sky Fintech Holding Limited, Sky Tiger Investment Holding Limited, Lightspeed Rise Holdings Limited and Tiger Family Trust. Each reports beneficial ownership of 295,611,722 shares, or 10.4% of UP Fintech’s ordinary shares.
How do employee share plans affect UP Fintech (TIGR) control?
UP Fintech’s Plans issue shares and ADSs whose voting rights are irrevocably entrusted to Tianhua Wu. Additionally, Tiger ESOP Trust and Tiger ESOP Trust II hold plan shares for participants, further linking employee equity to Wu’s voting influence.
What percentages do the Tiger ESOP Trusts hold in UP Fintech (TIGR)?
Tiger ESOP Trust reports 41,573,460 shares, representing 1.5% of UP Fintech’s ordinary shares. Tiger ESOP Trust II reports 50 shares, rounded to 0.0% of the class, both held for plan participants through trustee Kastle Limited.
What share totals does UP Fintech (TIGR) use to calculate ownership percentages?
Ownership percentages are calculated using 2,747,878,321 Class A ordinary shares and 97,611,722 Class B ordinary shares outstanding. These totals are the basis for the 18.3%, 10.4%, and 1.5% beneficial ownership figures disclosed in the filing.
What class of securities is covered in this UP Fintech Schedule 13G/A?
The filing covers Class A ordinary shares, par value $0.00001 per share, and the related American Depositary Shares (ADSs). Percentages and share counts are expressed with reference to these ordinary shares and ADS equivalents.
